Central Register of Real Beneficiaries for persons controlling commercial companies

The Central Register of Real Beneficiaries is a public register maintained by the Minister of Finance. The register collects and processes information on natural persons who exercise direct control over commercial law companies and partnerships – actual beneficiaries.

The Central Register of Real Beneficiaries was established to counter money laundering and terrorist financing – the register is intended to facilitate the identification of individuals who decide on the activities of companies

All commercial law companies that are subject to mandatory entry in the National Court Register, except for partner companies and public joint-stock companies, are obliged to apply to the Central Register of Real Beneficiaries. The companies which are obliged to report and update information in the register are:

• private limited company
• limited partnership
• partnership limited by shares
• general partnership
• société par actions simplifiée
• S.A. (corporation) (apart public company)
  
  

The obligation to report information to the Central Register of Real Beneficiaries  does not apply to foreign companies which are registered in the KRS and operate in Poland in the form of a branch. Attention! A company put into liquidation or bankruptcy is not exempt from the obligation to report information and update the report in the Central Register of Real Beneficiaries.

The real beneficiary is always the natural person(s) who, by virtue of his or her legal or factual rights, directly or indirectly controls the company.

The powers of the beneficial owner enable him to exercise decisive influence over the activities or actions undertaken by the company.

The actual beneficiaries in incorporated companies that must apply to the Central Register of Real Beneficiaries are:

• shareholders with ownership rights of more than 25% of the total number of shares or stocks in a given company
• persons holding more than 25% of the total number of votes in the governing body of the company, also as pledgees or users or on the basis of agreements with other persons entitled to vote
• persons exercising control over the company or companies which together hold more than 25 % of the total number of shares or stocks;

Attention! If it is not possible to identify the actual beneficiary in the company, the person or persons holding a senior management position should be reported to the Register (e. g. (member of the Management Board).

The actual beneficiaries in partnerships which are subject to the obligation to be registered in the Central Register of Real Beneficiaries   are the shareholders of those partnerships who are entitled to represent the company on the basis of the articles of association and in accordance with the entry in the KRS.

Attention! Data cannot be reported to the Central Register of Real Beneficiaries by proxy.

The application to the Register should be made by the deadline:

• 7 working days from the date the company is entered in the National Court Register – in case of new companies;
• by 13 July 2020 for companies existing before 13 October 2019.

If the information provided in the notification to the Registry is changed, it should be notified within 7 days from the date of the change.

Attention! If during the seven-day period for filing with the Registry, but before sending such a notification, there has been a change in the information to be notified, two notifications must be made:

• the first application should contain the current status as of the date of KRS entry,
• the second notification should contain updated information (after the changes) and must be submitted within 7 days of the date of the changes.

Failure to notify the actual beneficiary within 7 days from the date of registration in the National Court Register, and in the case of a change of data in the register, within 7 days from the date of the change, may result in a fine being imposed on the company up to the amount of 1 mln PLN.

The register shall be public, shall be in electronic form and all information contained therein shall be made available free of charge. (If you need help, please contact [email protected] or 501-868-999)

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